Exhibit 31-2
                                 CERTIFICATIONS

          I,   Thomas J. Riha, certify that:

          1.   I have reviewed this quarterly report on Form 10-Q of WNC HOUSING
               TAX CREDIT FUND II, L.P.;

          2.   Based on my knowledge, this quarterly report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with respect to the period  covered by this quarterly
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information included in this quarterly report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  registrant as of, and for,
               the periods presented in this quarterly report;

          4.   The registrant's  other certifying  officer and I are responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as  defined  in  Exchange  Act Rules  13a-15(e)  and
               15d-15(e)) for the registrant and we have:

               (a)  Designed such  disclosure  controls and procedures to ensure
                    that  material   information  relating  to  the  registrant,
                    including its consolidated subsidiaries, is made known to us
                    by others  within those  entities,  particularly  during the
                    period in which this quarterly report is being prepared;

               (b)  Evaluated the  effectiveness of the registrant's  disclosure
                    controls  and  procedures  and  presented in this report our
                    conclusions   about  the  effectiveness  of  the  disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and

               (c)  Disclosed  in this  report  any  change in the  registrant's
                    internal  control over  financial  reporting  that  occurred
                    during the registrant's  most recent fiscal quarter that has
                    materially  affected,  or is reasonably likely to materially
                    affect,  the  registrant's  internal  control over financial
                    reporting; and

          5.   The  registrant's   other   certifying   officer(s)  and  I  have
               disclosed,  based  on our  most  recent  evaluation  of  internal
               control over financial  reporting,  to the registrant's  auditors
               and the audit  committee of the  registrant's  board of directors
               (or persons performing the equivalent functions):


               (a)  All  significant  deficiencies in the design or operation of
                    internal   controls   which  could   adversely   affect  the
                    registrant's  ability  to  record,  process,  summarize  and
                    report   financial   data  and  have   identified   for  the
                    registrant's  auditors any material  weaknesses  in internal
                    controls; and

               (b)  Any fraud, whether or not material, that involves management
                    or  other  employees  who  have a  significant  role  in the
                    registrant's internal control over financial reporting.

          Date: November 10, 2004




          /s/  Thomas J. Riha
          -------------------

          Senior Vice-President
          Chief Financial Officer of WNC & Associates, Inc.